CUSTOM SERVICES
FOR RESEARCH
FOR RESEARCH
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CUSTOM SERVICES
FOR RESEARCH
FOR RESEARCH
General Terms and Conditions of Sales
These general terms and conditions of sale (“GTCS”) aim to govern the contractual relationships between Genosphere Biotechnologies and its clients within the scope of its professional activities. They apply without exception to all sales of goods and/or services as defined in the quotations or sales agreements provided by Genosphere Biotechnologies to its clients, to which these conditions are attached.
Any order for goods and/or services by the client implies their unconditional acceptance and full adherence to these general terms and conditions of sale, which prevail over any other document from the client, unless an unequivocal written agreement is provided by the authorised representative of Genosphere Biotechnologies.
Orders
All orders must be documented with a purchase order. Telephone orders are not accepted. Orders will only be taken into account by Genosphere Biotechnologies upon the signing of the purchase order by the authorised representative of the client.
Any order accepted by Genosphere Biotechnologies is irrevocable and cannot be canceled by the client except with the written agreement of Genosphere Biotechnologies and subject to compensation for the total losses suffered by Genosphere Biotechnologies, including loss of profits. Any cancellation of an order for a custom production service, where manufacturing has already begun, will result in a charge of 95% of the order amount.
Each purchase order must include the order number, the client’s intracommunity VAT or UK VAT registration number or the client’s local tax identification number if applicable, catalog references, product/service descriptions, quantities, delivery address, billing address, as well as the name and phone number of a contact person at the client’s end. Genosphere Biotechnologies accepts no responsibility for consequences arising from errors, inaccuracies, or omissions on the purchase order made by the client.
The purchase order must include a detailed delivery address along with all relevant information for the delivery, such as, but not limited to: reception opening hours, recipient’s phone number, etc. Genosphere Biotechnologies accepts no responsibility for consequences resulting from incomplete or inaccurate delivery information provided on the purchase order by the client.
All additional costs incurred due to the production of replacements, new shipments, or modified shipments requested by the client as a result of an error on the purchase order will be the responsibility of the client.
If the client intends to make a change during the execution of an order, they must submit a written request to Genosphere Biotechnologies and await its written approval.
In the event of approval, Genosphere Biotechnologies reserves the right to modify the financial terms accordingly.
Genosphere Biotechnologies reserves the right to decide whether to continue or interrupt an order in the event of unexpected technical problems, such as (but not limited to): difficult syntheses, non-immunogenic or toxic antigens, non-expressed proteins, challenging cloning, etc.
Any interruption will be justified by Genosphere Biotechnologies, and only the stages that have been started or completed will be invoiced.
Genosphere Biotechnologies does not provide any of its protocols but only raw data at the end of certain stages or at the completion of the service.
Prices
All prices, unless otherwise stated, are in euros, British pounds, or US dollars. Payments must be made in the currency specified in the quote. The prices are those specified in the quote or, in the absence of a quote, those listed in the current catalogs or on the Genosphere Biotechnologies website. They may be changed without prior notice, and Genosphere Biotechnologies accepts no responsibility for printing errors in its catalogs or on its website. The prices exclude all taxes, customs duties, and shipping fees. Shipping fees will be determined based on the order value, size and weight of the shipment, destination, and chosen mode of transport.
Payment conditions
Subject to any other agreement between Genosphere Biotechnologies and the client, the payment terms are 30 days from the date of invoicing by Genosphere Biotechnologies, even if the delivery or performance has not been completed, and the ownership of the products has not been transferred to the client.
As an exception, new clients without an established account with Genosphere Biotechnologies must settle their purchases by making an advance payment and attaching their payment to the order.
All amounts due are net of any bank fees that may be incurred to make the payment. Complete payment instructions are indicated on the invoice.
No discount is applicable in the case of early payment.
Genosphere Biotechnologies accepts the following modes of payment:
- SEPA (EU) bank transfers or international SWIFT transfers are accepted.
- Payment by credit card or via PayPal Transfer is accepted; please contact us.
If the payment is not made in full by the due date, a penalty will be applied. This penalty will be calculated based on the semi-annual refinancing rate of the European Central Bank plus an additional 10 points. These late payment penalties will start accruing from the day after the payment due date indicated on the invoice, without requiring any reminder.
In accordance with Article D. 441-5 of the Commercial Code, if a payment is late, the client will automatically owe Genosphere Biotechnologies a fixed indemnity of 40 euros for recovery costs, in addition to the late payment penalties.
If an invoice is not paid in full by its due date, Genosphere Biotechnologies has the right to terminate the sale by law, eight days after an ineffective notice, without affecting any potential claims for damages.
Additionally, the failure to pay an invoice in full by its due date will make all other invoices from the client immediately due and payable.
Delivery
All sales are FCA (Free Carrier) at Genosphere Biotechnologies’ shipping point, unless otherwise specified. Delivery of the goods to the carrier at Genosphere Biotechnologies’ shipping point constitutes delivery to the Buyer, and the Buyer assumes all risks of loss or damage in transit. The transportation of the goods is solely the responsibility of the client and at their expense. It is the client’s responsibility to obtain any insurance they deem necessary.
Genosphere Biotechnologies endeavors to meet the announced delivery times. However, the communicated estimated order completion time are strictly indicative, and any delays do not entitle the client to cancel an order, refuse delivery, or claim penalties or damages.
Product and service use conditions
The products and services sold by Genosphere Biotechnologies are intended exclusively for research purposes. They are not intended for use in medical, diagnostic, or household applications. The handling and use of these products must be carried out by qualified personnel in a laboratory equipped appropriately for handling laboratory reagents. Users must wear appropriate laboratory protective equipment when handling these reagents. It is solely the buyer’s responsibility to ensure that only qualified and trained laboratory personnel handle the products and services. Genosphere Biotechnologies disclaims any liability for any use of its products and services.
Warranties and claims
Genosphere Biotechnologies provides custom-manufactured products for scientific research purposes. Genosphere Biotechnologies guarantees that the products conform to the specifications stated in the certificates of analysis delivered with the products. This warranty is exclusive, and Genosphere Biotechnologies provides no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.
No claims will be considered after a period of 14 days from the date of delivery. Genosphere Biotechnologies’ sole obligation in the event of any anomaly or non-conformity of the product acknowledged by Genosphere Biotechnologies is its replacement or adjustment to conformity at no additional cost or refund of the purchase price, at the sole discretion of Genosphere Biotechnologies upon return of the affected product. This warranty excludes any other compensation under any circumstances.
Applicable law
The applicable law for the Genosphere Biotechnologies website is French law. All content and online services on the site are offered in French and English. In case of a dispute, the French language will prevail. If an amicable resolution of a dispute between the parties is not reached, the French courts will have exclusive jurisdiction.
Intellectual Property
After full payment of the service, Genosphere Biotechnologies grants the client extensive rights to use, reproduce, and commercially exploit the peptides, genes, proteins, monoclonal/polyclonal antibodies developed. These rights are granted without territorial or time limitations and without any additional financial obligations other than the development costs agreed upon contractually, unless otherwise specified.
Due to the possibility that similar products may be independently developed in other projects or by other parties, these rights are always granted on a non-exclusive basis.
This includes the hybridoma cell lines producing the developed monoclonal antibodies.
However, these rights do not apply to stable cell lines developed by Genosphere Biotechnologies expressing recombinant antibodies/proteins. For such cases, a separate commercial license agreement must be established before the start of the project.
It is the client’s responsibility to verify and obtain all necessary third-party intellectual property rights for the use of the products, regardless of the nature of such use. Genosphere Biotechnologies cannot be held responsible for the use of products protected by intellectual property rights.
Genosphere Biotechnologies claims ownership of certain materials and processes, including reagents, libraries, cell lines, plasmids, protocols, results, formulas, inventions, patents, know-how, and technologies as of the contract conclusion date, used for the provision of the service (“Genosphere Biotechnologies’ Property”). The client acknowledges that all improvements, modifications, or developments directly related to Genosphere Biotechnologies’ Property and made in the course of providing the service (“Improvements to Genosphere Biotechnologies’ Property”) remain the exclusive property of Genosphere Biotechnologies and are not included in the rights transferred to the client.
All intellectual property rights of any type, including results, antibody libraries, antibody sequences contained therein, cell lines, vectors, gene constructs, reagents, formulas, inventions, patents, know-how, and technologies held by Genosphere Biotechnologies prior to any order, are and shall remain the exclusive property of Genosphere Biotechnologies.
Compliance with applicable regulations
The client declares and warrants full compliance with all applicable national and international laws and regulations, current and future, including those concerning the use and export of the products. The client assumes full responsibility and all consequences arising from such violations, with Genosphere Biotechnologies not incurring any liability.